FIRST RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KENT WOODLANDS RECITALS

FIRST RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR KENT WOODLANDS Those certain instruments listed in Exhibit "A" (collectively, the "Original Declarations"), which were Recorded in the Official Records of Marin County, California, at the book and page numbers of the Official Records identified in that exhibit, are hereby amended, consolidated and restated in their entirety to read as follows: RECITALS A. Declarant (as that term is defined in article I, section 12 below) was the original owner and subdivider of that certain real property located in the County of Marin, State of California, which is more particularly described in Exhibit "B", attached hereto and incorporated herein by reference (collectively, "Kent Woodlands"). The first Subdivision within Kent Woodlands was commenced in 1936 and thereafter the overall Kent Woodlands development was subdivided into some 21 subdivided tracts. Originally, each such Subdivision had its own Recorded Declaration of Covenants, Conditions and Restrictions, many of which were subsequently amended and, in some cases, consolidated, by one or more of the Original Declarations. B. Declarant conveyed subdivided Lots and parcels within those Subdivisions, subject to certain easements, protective covenants, conditions, restrictions, reservations, liens and charges as set forth in the Original Declarations referred to above, all of which are for the purpose of enhancing and protecting the value, desirability and attractiveness of Kent Woodlands and all of which run with the real property within those Subdivisions of Kent Woodlands and are binding on all parties having or acquiring any right, title or interest in any portion of Kent Woodlands, or any part thereof, which is subject to an Original Declaration, their heirs, successors and assigns, and shall inure to the benefit of each Owner thereof. C. In addition to containing subdivided tracts in which Lots and parcels were subjected to a single Original Declaration, applicable to all such Lots and parcels, Kent Woodlands also includes individual Lots which were conveyed by Declarant pursuant to grant deeds containing property use restrictions for the benefit of properties retained by Declarant within Kent Woodlands. By instrument Recorded on July 25, 1975, Declarant assigned its rights to enforce such property use restrictions to the Kent Woodlands Property Owners Association, a California nonprofit mutual benefit corporation (the "Association"). D. The protective covenants, conditions, restrictions, limitations, reservations, grants of easements, rights, rights-of-way, liens, charges and equitable servitudes set forth in the Original Declarations, which have been amended, restated and consolidated in this Declaration, are intended to be in furtherance of a general plan for the subdivision, development, sale and use of Kent Woodlands as a "planned development" as that term is defined in section 1351(k) of the California Civil Code. {6633/3977/CCS/637773.DOC;} 1

E. Finally, it was the intention of Declarant that the "Common Areas" and "Common Facilities" be owned and maintained by the Association, but reserved exclusively for the use and enjoyment of the Owners of Lots within Kent Woodlands, their tenants, lessees, guests and invitees, all subject to the terms and conditions of the Governing Documents. F. On September 6, 1995, the Owners of Lots representing 51 percent of Lots within each of the Subdivisions subject to the Original Declarations (as identified on Exhibit "C") voted by written ballot to amend, consolidate and restate the Original Declarations. It was the intention of such Owners to replace the Original Declarations Recorded with respect to their property, in their entirety, with the Recordation of this Declaration. The Owners' action to amend and restate the Original Declarations, as set forth herein, and the fact that the requisite percentage of affirmative rates required to approve amendments to each of the listed Original Declarations was achieved, is attested by the execution of this Declaration by duly authorized officers of the Association, as required by section 1355(a) of the California Civil Code. As so amended and restated, the easements, covenants, restrictions and conditions set forth herein shall run with all Lots and parcels included within those Subdivisions of Kent Woodlands and shall be binding upon all parties having or acquiring any right, title or interest in a Lot or parcel within those Subdivisions of Kent Woodlands or any portion thereof, and shall inure to the benefit of each Owner thereof. G. As more particularly provided in article XIII, section 5, below, additional individual Lots and Subdivisions within the boundaries of Kent Woodlands may subsequently adopt and approve the Recordation of this first Restated Declaration (as to those individual Lots or as to real property included within those Subdivisions) through the annexation process described in that section. ARTICLE I Definitions Section 1. "Architectural Committee" or "Committee" accordance with article V of this Declaration. means the committee created in Section 2. "Articles" means the Articles of Incorporation of the Association, which are filed in the office of the California Secretary of State, as such Articles may be amended from time to time. Section 3. "Assessment" means any Regular, Special or Special Individual Assessment made or assessed by the Association against an Owner and his or her Lot in accordance with the provisions of article IV of this Declaration. Section 4. "Association" means the Kent Woodlands Property Owners Association, a California nonprofit corporation (formed pursuant to the Nonprofit Mutual Benefit Corporation Law of the State of California), its successors and assigns. The Association is an "association" as defined in section 1351(a) of the California Civil Code. Section 5. "Association Rules" means the rules, regulations and policies adopted by the Board of Directors pursuant to article III, section 7 of this Declaration, as the same may be in effect from time to time. Section 6. "Board of Directors" or "Board" means the Board of Directors of the Association. {6633/3977/CCS/637773.DOC;} 2

Section 7. "Bylaws" means the Bylaws of the Association, as such Bylaws may be amended from time to time. Section 8. "Common Area" means those parcels more particularly described in Exhibit "D". Unless the context clearly indicates a contrary intent, any reference herein to the "Common Areas" shall also include any Common Facilities located thereon. Section 9. "Common Expense" means any use of Association funds authorized by article IV hereof and article VIII of the Bylaws and includes, without limitation: (a) All expenses or charges incurred by or on behalf of the Association for the management, maintenance, administration, insurance, operation, repairs, additions, alterations or reconstruction of any Common Areas or Common Facilities; (b) all expenses or charges reasonably incurred to procure insurance for the protection of the Association and its Board of Directors; (c) any amounts reasonably necessary for reserves for maintenance, repair and replacement of the Common Areas and Common Facilities, and for nonpayment of any Assessments; and (d) the use of such funds to defray the costs and expenses incurred by the Association in the performance of its functions or in the proper discharge of the responsibilities of the Board as provided in the Governing Documents. Section 10. "Common Facilities" means the parking area and other facilities constructed or installed, or to be constructed or installed, or currently located, within the Common Areas of Kent Woodlands. Section 11. "County" means the County of Marin, State of California, and its various departments, divisions, employees and representatives. Section 12. "Declarant" means the original subdividers of Kent Woodlands, namely Thomas T. Kent, Elizabeth Kent Arnold, William Kent, Jr., Adaline Kent Howard, Sherman Kent and Roger Kent, Trustees and Beneficiaries under that certain Indenture of Trust dated December 11, 1934, and Recorded in volume 292, at page 17. Said Trustees conveyed all of the Trust's assets to Kent Woodlands Properties, Inc., a California corporation ("Kent Properties"), immediately prior to the expiration of the term of the Indenture of Trust on June 30, 1959. Declarant and Kent Properties are hereafter collectively referred to as "Declarant". Section 13. "Declaration" means this instrument, as it may be amended from time to time. The "Original Declarations" means and refers to those instruments listed in Exhibit "A". Section 14. "Effective Date" means the date when this Declaration is Recorded in the chain of title to Lots and parcels within a subdivision of Kent Woodlands. Section 15. "Governing Documents" is a collective term that means and refers to this Declaration and to the Articles, the Bylaws and the Association Rules. Section 16. "Improvements" Declaration. shall be defined as set forth in article V, section 1, of this {6633/3977/CCS/637773.DOC;} 3

Section 17. "Kent Woodlands" means all Lots, Common Areas and other parcels of real property commonly known as Kent Woodlands and more particularly described in Exhibit "B". All of Kent Woodlands is either subject to this Declaration (those Lots and parcels referenced in Exhibit "C") or are eligible for annexation hereto in accordance with the procedures specified in article XIII, section 5, below (those Lots and parcels are referenced in Exhibit "E"). Section 18. "Lot" means any parcel of real property within Kent Woodlands which constitutes a single residential building site as designated by the County. When appropriate within the context of this Declaration, the term "Lot" shall also include the Residence and other Improvements constructed or to be constructed on a Lot. In those instances where only a portion of a single residential building site would be encumbered by this Declaration, it is the intent of the Owners of each such site that the entire site shall, following Recordation of this Declaration, be encumbered by and subject to the provisions hereof. Section 19. "Majority of a Quorum" means the vote of a majority of the votes cast by Members of the Association at a meeting or by written ballot when the number of Members attending the meeting in person or by proxy or casting written ballots equals or exceeds the minimum quorum requirement for Member action, as specified in the Bylaws or by statute. Section 20. "Member" means every person or entity who holds a membership in the Association and whose rights as a Member are not suspended pursuant to article XI hereof. Section 21. "Mortgage" means any security device encumbering all or any portion of Kent Woodlands, including any deed of trust. "Mortgagee" shall refer to a beneficiary under a deed of trust as well as to a mortgagee in the conventional sense. Section 22. "Owner" means any person, firm, corporation or other entity which owns a fee simple interest in any Lot or parcel included within any portion of Kent Woodlands which is subject to this Declaration. Section 23. "Owner of Record" includes an Owner and means any person, firm, corporation or other entity in which title to a Lot is vested as shown by the Official Records of the office of the County Recorder. Section 24. "Record", "Recorded" and "Recordation" means, with respect to any document, the recordation or filing of such document in the Office of the Marin County Recorder. Section 25. "Regular Assessment" means an Assessment levied against an Owner and his or her Lot in accordance with article IV, section 2, hereof. Section 26. "Residence" means a private, single-family dwelling constructed or to be constructed on a Lot. Section 27. "Single Family Residential Use" means occupancy and use of a Residence for single family dwelling purposes in conformity with this Declaration and the requirements imposed by applicable zoning or other applicable laws or governmental regulations limiting the number of persons who may occupy single family residential dwellings. Subject to the foregoing, there shall be no restriction on the number of persons who are related by lineal ancestry or by marriage who may reside in a Residence. For {6633/3977/CCS/637773.DOC;} 4

the purpose of this section, lineal ancestry includes great grandparents, grandparents, parents, children, grandchildren and great grandchildren. Section 28. "Special Assessment" means an Assessment levied against an Owner and his or her Lot in accordance with article IV, section 3 hereof. Section 29. "Special Individual Assessment" means an Assessment levied against an Owner and his or her Lot in accordance with article IV, section 4 hereof. Section 30. "Subdivision" means one of the subdivided tracts of real property comprising a portion of Kent Woodlands for which a Subdivision Map has been Recorded. Section 31. "Subdivision Map" means the map for any of the tracts comprising Kent Woodlands. ARTICLE II Property Rights and Obligations of Owners Section 1. Owners' Nonexclusive Easements of Enjoyment. Every Owner shall have a nonexclusive right and easement of enjoyment in and to the Common Areas within Kent Woodlands, including ingress and egress to and from his or her Lot, which shall be appurtenant to and shall pass with the title to every Lot, subject to the following provisions: (a) The right of the Association to adopt Association Rules, as provided in article III, section 7 hereof, regulating the use and enjoyment of the Common Areas. (b) The right of the Association to dedicate or transfer all or any part of the Common Area to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed by the Owners; provided, however, that no such dedication or transfer shall be effective unless an instrument, approved by at least two-thirds of the voting power of the Members, and their first Mortgagees consenting to such dedication or transfer has been Recorded. Furthermore, no dedication shall be permitted that impairs the ingress and egress to any Lot. The instrument approving the dedication may be executed in counterparts so long as each counterpart is in recordable form. (c) All easements affecting the Common Area which are described on any Subdivision Map which includes any Common Area or those easements described in article IX, below. Section 2. Persons Subject to Governing Documents. All present and future Owners, tenants and occupants of Lots within Kent Woodlands shall be subject to, and shall comply with, each and every provision of the Governing Documents, as the same or any of them shall be amended from time to time, unless a particular provision is specifically restricted in its application to one or more of such classes of persons (i.e. Owners, tenants, invitees, etc.). The acceptance of a deed to any Lot, the entering into a lease, sublease or contract of sale with respect to any Lot, or the occupancy of any Lot shall constitute the consent and agreement of such Owner, tenant or occupant that each and all of the provisions of this Declaration, as the same or any of them may be amended from time to time, shall be binding upon him or her and that he or she will observe and comply with the Governing Documents. {6633/3977/CCS/637773.DOC;} 5

Section 3. Delegation of Use. Any Owner may delegate his or her rights to use and enjoy the Common Area and Common Facilities to his or her family members, tenants, lessees or contract purchasers who reside in the Residence. Any rental or lease of a Residence shall be subject to the provisions of the Governing Documents of Kent Woodlands, all of which shall be deemed incorporated by reference in the lease or rental agreement. Each Owner-lessor shall be responsible for compliance by the Owner's tenant or lessee with all of the provisions of the Governing Documents regulating the use and enjoyment of property within Kent Woodlands during the tenant's/lessee's occupancy and use of the Residence. ARTICLE III Kent Woodlands Property Owners Association Section 1. Association Membership. Every Owner of a Lot shall be a Member of the Kent Woodlands Property Owners Association. Each Owner shall hold one membership in the Association for each Lot owned and the membership shall be appurtenant to such Lot. Sole or joint ownership of a Lot shall be the sole qualification for membership in the Association. Each Owner shall remain a Member until his or her ownership in all Lots in any Subdivision included within the Kent Woodlands development ceases, at which time his or her membership in the Association shall automatically cease. Persons or entities who hold an interest in a Lot merely as security for performance of an obligation are not Members until such time as the security holder comes into title to the Lot through foreclosure or deed in lieu thereof. Section 2. One Class of Membership. The Association shall have one class of membership and the rights, duties, obligations and privileges of the Members shall be as set forth in the Governing Documents. Section 3. Voting Rights of Members. Each Member in good standing (as defined in the Bylaws of the Association) shall be entitled to one vote for each Lot owned by that Member. When more than one person and/or entity holds an interest in any Lot, all such persons/entities shall be Members, although in no event shall more than one vote be cast with respect to any Lot. Voting rights may be temporarily suspended under those circumstances described in article XI, section 5 hereof. Section 4. Assessments. The Association shall have the power to establish, fix and levy Assessments against the Owners of Lots within Kent Woodlands and to enforce payment of such Assessments in accordance with article IV of this Declaration. Any Assessments levied by the Association against its Members shall be levied in accordance with and pursuant to the provisions of this Declaration. Section 5. Transfer of Memberships. Membership in the Association shall not be transferred, encumbered, pledged or alienated in any way, except upon the sale of the Lot to which it is appurtenant and then, only to the purchaser. In the case of a sale, the membership appurtenant to the transferred Lot shall pass automatically to the purchaser upon Recording of a deed evidencing the transfer of title. In the case of an encumbrance of such Lot, a Mortgagee does not have membership rights until he or she becomes an Owner by foreclosure or deed in lieu thereof. Tenants who are delegated rights of use with respect to a Residence pursuant to article II, section 3 hereof are not Members, although the tenant and his or her family and guests shall, at all times, be subject to the provisions of all Governing Documents. {6633/3977/CCS/637773.DOC;} 6

Any attempt to make a prohibited transfer of membership rights is void. If any Owner fails or refuses to transfer the membership registered in his or her name to the purchaser of his or her Lot, the Association shall have the right to record the transfer upon its books and thereupon any other membership outstanding in the name of the seller shall be null and void. Section 6. Powers and Authority of the Association. The Association shall have the responsibility of owning, managing and maintaining the Common Areas and Common Facilities and discharging the other duties and responsibilities imposed upon the Association by the Governing Documents. In the discharge of such responsibilities and duties, the Association shall have all of the powers of a nonprofit mutual benefit corporation organized under the laws of the State of California in the ownership and management of its properties and the discharge of its responsibilities hereunder for the benefit of its Members, subject only to such limitations upon the exercise of such powers as are expressly set forth in the Governing Documents. The Association and its Board of Directors shall have the power to do any and all lawful things which may be authorized, required or permitted to be done under and by virtue of the Governing Documents, and to do and perform any and all acts which may be necessary or proper for, or incidental to, the exercise of any of the express powers of the Association for the peace, health, comfort, safety or general welfare of the Owners. The specific powers of the Association and the limitations thereon shall be as set forth in article VIII of the Bylaws. Violation of any of the restrictions, conditions, covenants or agreements herein contained shall give to the Association the right to enter upon any portion of any Lot upon or as to which such violation or breach exists and to summarily abate or remove, at the expense of the Owner, any erection, thing or condition that may be or exist thereon contrary to the provisions hereof, without being deemed guilty of trespass. Section 7. Association Rules. (a) Rule Making Power. The Board may, from time to time and subject to the provisions of this Declaration, propose, enact and amend rules and regulations of general application to the Owners ("Association Rules"). The Association Rules may concern, but need not be limited to: (i) matters pertaining to the maintenance, repair, management and use of the Common Facilities by Owners and their tenants, guests and invitees; (ii) architectural control and the rules of the Architectural Committee under article V, section 5, hereof; (iii) regulation of matters subject to regulation and restriction under article VIII, hereof; and (iv) any other subject or matter within the jurisdiction of the Association as provided in the Governing Documents. Notwithstanding the foregoing grant of authority, the Association Rules shall not be inconsistent with or materially alter any provision of the other Governing Documents or the rights, preferences and privileges of Members thereunder. In the event of any material conflict between any Association Rule and any provision of the other Governing Documents, the conflicting provisions contained in the other Governing Documents shall be deemed to prevail. (b) Distribution of Rules. A copy of the Association Rules, as they may from time to time be adopted, amended or repealed, shall be mailed or otherwise delivered to each Owner. When an amendment of an existing Rule or a new Rule is adopted, the new Rule or amendment shall be mailed or delivered to the Members within 30 days. A copy of the Association Rules shall also be available and open for inspection during normal business hours at the principal office of the Association. (c) Adoption and Amendment of Rules. Association Rules may be adopted or amended from time to time by majority vote of the Board, provided, however, that no Association Rule or amendment thereto shall be adopted by the Board until at least 30 days after the proposed rule or rule amendment has {6633/3977/CCS/637773.DOC;} 7

been: (i) published in the Association newsletter, if any, or otherwise communicated to the Owners in writing; and (ii) posted in the Association's principal office. The notice describing the proposed rule or amendment shall also set forth the date, time and location of the Board meeting at which action on the proposal is scheduled to be taken. Any duly adopted rule or amendment to the Association Rules shall become effective immediately following the date of adoption thereof by the Board, or at such later date as the Board may deem appropriate. (d) Breach of Rules or Restrictions. Any breach of the Association Rules or of any other Governing Document provision shall give rise to the enforcement rights and remedies set forth in article XI hereof. Section 1. Assessments Generally. ARTICLE IV Assessments (a) Covenant to Pay Assessments. Each Owner of one or more Lots, by acceptance of a deed or other conveyance therefor (whether or not it shall be so expressed in such deed or conveyance), covenants and agrees to pay Assessments to the Association as hereinafter provided. (b) Extent of Owner's Personal Obligation for Assessments. All Assessments, together with late charges, interest, and reasonable costs (including reasonable attorneys' fees) for the collection thereof, shall be a debt and a personal obligation of the person who is the Owner of the Lot at the time the Assessment is levied. When a person acquires title to a Lot (whether by conventional conveyance, at judicial sale, trustee's sale or otherwise) that person shall only be personally liable for Assessments attributable to the Lot which become due and payable after the date that the person acquires title. Accordingly, when a person acquires title to a Lot, he or she shall not be personally liable for delinquent Assessments of prior Owners unless the new Owner expressly assumes the personal liability. However, if the acquired Lot is conveyed subject to a valid lien for delinquent Assessments, the Association may continue to exercise its remedies against the Lot, regardless of the change in ownership or, in the alternative, the Association may pursue its collection remedies against the prior Owner individually. (c) No Avoidance of Assessment Obligations. No Owner may exempt himself/herself from personal liability for Assessments duly levied by the Association, nor release the Lot or other property owned by him/her from the liens and charges hereof, by waiver of the use and enjoyment of the Common Area or any facilities thereon or by abandonment or non-use of his/her Lot or any other portion of Kent Woodlands. {6633/3977/CCS/637773.DOC;} 8

Section 2. Regular Assessments. (a) Preparation of Annual Budget; Establishment of Regular Assessments. Not less than 45 days nor more than 60 days prior to the beginning of the Association's fiscal year, the Board shall estimate the total amount required to fund the Association's anticipated Common Expenses for the next succeeding fiscal year (including additions to reserve funds) by preparing and distributing to all Members a budget satisfying the requirements of article XI, section 5 of the Bylaws. If the Board fails to distribute the budget for any fiscal year within the time period specified in the first sentence of this section, the Board shall not be permitted to increase Regular Assessments for that fiscal year unless the Board first obtains the Members' approval in accordance with section 7, below. (b) Establishment of Regular Assessment by Board/Membership Approval Requirements. The total annual expenses estimated in the Association's budget (less projected income from sources other than Assessments) shall become the aggregate Regular Assessment for the next succeeding fiscal year; provided, however, that, except as provided in section 5 of this article, the Board of Directors may not impose a Regular Assessment that is more than 20 percent greater than the Regular Assessment for the Association's immediately preceding fiscal year without the Members' prior approval in accordance with section 7, below. (c) Allocation and Payment of Regular Assessment. The total estimated Common Expenses, determined in accordance with subparagraph (a), shall be allocated among, assessed against, and charged to each Owner according to the ratio of the number of Lots within Kent Woodlands owned by the assessed Owner to the total number of Lots subject to Assessments so that each Lot bears an equal share of the total Regular Assessment, and shall be all due and payable to the Association on or before April 1 of each year, unless the Board, by resolution, establishes a program for the quarterly or monthly installment payment of the annual Assessment. (d) Mailing Notice of Assessment. Within the time requirements specified in subparagraph (a), above, the Board of Directors shall mail to each Owner, at the street address of the Owner's Lot, or at such other address as the Owner may from time to time designate in writing to the Association, a statement of the amount of the Regular Assessment for the next succeeding fiscal year. {6633/3977/CCS/637773.DOC;} 9

Section 3. Special Assessments. The Board of Directors shall have the authority to levy Special Assessments against the Owners and their Lots. The following Special Assessments require prior membership approval in accordance with section 7, below: (i) any Special Assessments which, in the aggregate, exceed 5 percent of the Association's budgeted gross expenses for the fiscal year in which the Special Assessment(s) is/are levied; and (ii) any Special Assessments imposed pursuant to subparagraph (a)(i) of this section when the Board has failed to distribute a budget to the Members within the time specified in section 2(a) of this article. The foregoing Member approval requirements shall not apply, however, to any Special Assessment imposed to address any "emergency situation" as defined in section 5 of this article. When levied by the Board or approved by the Members as provided above, the Special Assessment shall be divided among, assessed against and charged to each Owner and his or her Lot in the same manner prescribed for the allocation of Regular Assessments pursuant to subparagraph 2(c) above. Notice of the Special Assessment shall be mailed to each Owner, and the Special Assessment shall be payable in full to the Association within 30 days after the mailing of such notice or within such extended period as the Board shall determine to be appropriate under the circumstances giving rise to the Special Assessment. Section 4. Special Individual Assessments. (a) Circumstances Giving Rise to Special Individual Assessments. In addition to Special Assessments, the Board may impose Special Individual Assessments against an Owner in any of the circumstances described in this section after the Owner has been afforded the notice and hearing rights to which the Owner is entitled pursuant to article XI, section 5 hereof, and, if appropriate, has been given a reasonable opportunity to comply voluntarily with the Governing Documents. The acts and circumstances giving rise to liability for Special Individual Assessments include the following: (i) Damage to Common Area or Common Facilities. In the event that any damage to, or destruction of, any portion of the Common Area or the Common Facilities is caused by the willful misconduct or negligent act or omission of any Owner, any member of his or her family, or any of his or her tenants, guests, servants or employees, the Board shall cause the same to be repaired or replaced, and all costs and expenses incurred in connection therewith (to the extent not compensated by insurance proceeds) shall be assessed and charged solely to and against such Owner as a Special Individual Assessment. (ii) Expenses Incurred in Gaining Member Compliance. In the event that the Association incurs any costs or expenses to: (A) accomplish the payment of delinquent Assessments, (B) perform any repair, maintenance or replacement to any portion of Kent Woodlands that the Owner is responsible to maintain under the Governing Documents but has failed to undertake or complete in a timely fashion or (C) otherwise bring the Owner and/or his or her Lot into compliance with any provision of the Governing Documents, the amount incurred by the Association (including title company fees, accounting fees, court costs and reasonable attorneys fees) shall be assessed and charged solely to and against such Owner as a Special Individual Assessment. (b) Levy of Special Individual Assessment and Payment. Notice of a Special Individual Assessment shall be mailed to the affected Owner and the Special Individual Assessment shall thereafter be due as a separate debt of the Owner payable in full to the Association within 30 days after the mailing of notice of the Assessment or within such longer period as may be specified by the Board. {6633/3977/CCS/637773.DOC;} 10

Section 5. Assessments to Address Emergency Situations. The requirement of a membership vote to approve (a) Regular Assessment increases in excess of 20 percent of the previous year's Regular Assessment, or (b) Special Assessments which, in the aggregate, exceed 5 percent of the Association's budgeted gross expenses for the fiscal year in which the Special Assessment(s) is/are levied, shall not apply to Assessments which are necessary to address emergency situations. For purposes of this section, an emergency situation is any of the following: (i) An extraordinary expense required by an order of a court. (ii) An extraordinary expense necessary to repair or maintain the Common Areas and/or Common Facilities where a threat to personal safety is discovered. (iii) An extraordinary expense necessary to repair or maintain the Common Areas and/or Common Facilities that could not have been reasonably foreseen by the Board in preparing and distributing the budget pursuant to section 2(a) of this article; provided, however, that prior to the imposition or collection of an assessment under this subparagraph (iii), the Board shall pass a resolution containing written findings as to the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen in the budgeting process. The Board's resolution shall be distributed to the Members together with the notice of assessment. Section 6. Purpose of Assessments. Each Assessment made in accordance with the provisions of this Declaration shall be used exclusively to promote the health, safety and welfare of individuals residing within Kent Woodlands and to provide for the repair and maintenance of the Common Areas. Section 7. Notice and Procedure for Member Approval Pursuant to Sections 2 and 3. If Member approval is required in connection with any increase or imposition of Assessments pursuant to sections 2 and 3 of this article, the affirmative vote required to approve the proposal shall be a Majority of a Quorum of the Members. The quorum required for such membership action shall be a majority of the Members. Section 8. Maintenance of Assessment Funds. (a) Bank Accounts. All sums received or collected by the Association from Assessments, together with any interest or late charges thereon, shall be promptly deposited in one or more insured checking, savings or money market accounts in a bank or savings and loan association selected by the Board of Directors and located within the County or in the City and County of San Francisco. In addition, the Board shall be entitled to make prudent investment of reserve funds in insured certificates of deposit, money market funds or similar investments consistent with the investment standards normally observed by trustees. The Board and such officers or agents of the Association as the Board shall designate shall have exclusive control of the account(s) and investments and shall be responsible to the Owners for the maintenance at all times of accurate records thereof. The withdrawal of funds from Association accounts shall be subject to the minimum signature requirements imposed by California Civil Code section 1365.5 and article XI, section 2 of the Bylaws. To preclude a multiplicity of bank accounts, the proceeds of all Assessments may be commingled in one or more accounts and need not be deposited in separate accounts so long as the separate accounting records described herein are maintained. Any interest received on such deposits shall be {6633/3977/CCS/637773.DOC;} 11

credited proportionately to the balances of the various Assessment fund accounts maintained on the books of the Association as provided in subparagraph (b), below. (b) Separate Accounts; Commingling of Funds. Except as provided below, the proceeds of each Assessment shall be used only for the purpose for which such Assessment was made, and such funds shall be received and held in trust by the Association for such purpose. Notwithstanding the foregoing, the Board, in its discretion, may make appropriate adjustments among the various line items in the Board's approved general operating budget if the Board determines that it is prudent and in the best interest of the Association and its Members to make such adjustments. If the proceeds of any Special Assessment exceed the requirement of which such Assessment was levied, such surplus may, in the Board's discretion, be: (i) returned proportionately to the contributors thereof; (ii) reallocated among the Association's reserve accounts if any such account is, in the Board's opinion, underfunded; or (iii) credited proportionately on account of the Owners' future Regular Assessment obligations. For purposes of accounting, but without requiring any physical segregation of assets, the Association shall keep a separate accounting of all funds received by it in payment of each Assessment and of all disbursements made therefrom; provided, however, that receipts and disbursements of Special Assessments made pursuant to section 3(a)(i) of this article shall be accounted for together with the receipts and disbursements of Regular Assessments, and a separate accounting shall be maintained for each capital Improvement for which reserve funds for replacement are allocated. Unless the Association is exempt from federal or state taxes, all sums allocated to capital replacement funds shall be accounted for as contributions to the capital of the Association and as trust funds segregated from the regular income of the Association or in any other manner authorized by law or regulations of the Internal Revenue Service and the California Franchise Tax Board that will prevent such funds from being taxed as income of the Association. Section 9. Collection of Assessments; Enforcement of Liens. The Association's rights and remedies to collect delinquent Assessments, interest, late charges and costs of collection shall be as set forth in California Civil Code sections 1366 or comparable successor statute. As more particularly provided in California Civil Code section 1367, the Association shall have the power to create a lien for delinquent Assessments by Recording a Notice of Delinquent Assessment executed by an authorized representative of the Association. Upon payment in full of the sums specified in the Notice of Delinquent Assessment, the Association shall Record a further notice stating the satisfaction and release of the lien thereof. {6633/3977/CCS/637773.DOC;} 12

ARTICLE V Architectural Control Section 1. Approval of Improvements by Board or Architectural Committee. (a) Approval Generally. Before commencing construction or installation of any Improvement within Kent Woodlands (as defined in subparagraph (b), below), the Owner planning such Improvement must submit a written request for approval to the Association's Architectural Committee appointed as provided in section 2, below and article IX of the Bylaws (the "Committee"). The Owner's request shall include detailed drawings and specifications indicating the full scope of the intended work and shall satisfy the minimum requirements specified in the Architectural Rules (see section 5, below). Unless the Committee's approval of the proposal is first obtained, no work on the Improvement shall be undertaken. The Committee shall base its decision to approve, disapprove or conditionally approve the proposed Improvement on the criteria described in section 6 of this article. (b) Definition of "Improvement". The term "Improvement" as used herein includes, without limitation, the construction, installation, alteration or remodeling of any buildings, walls, decks, fences, swimming pools, tennis or sports courts, major landscaping plans affecting areas visible from any street or neighboring Lot, landscape structures, antennas, drainage structure, grading of Lots, television satellite reception dishes, utility lines or any other structure of any kind. Excluded from the definition of Improvement projects requiring approval of the Architectural Committee shall be (i) any improvements to the interior of any Residence or building structure; (ii) landscape maintenance projects; or (iii) any maintenance or repair project of any kind which uses the same or substantially similar materials and exterior colors (or other colors approved by the Association) to those used or found on the Improvement that is being repaired, maintained or replaced. (c) Modifications to Approved Plans Must Also Be Approved. Once a proposed work of Improvement has been duly approved by the Architectural Committee, no material modifications shall be made in the approved plans and specifications therefor and no subsequent alteration, relocation, addition or modification shall be made to the work of Improvement, as approved, without a separate submittal to, and review and approval by, the Committee. If the proposed modification will have, or is likely to have, a material affect on other aspects or components of the work, the Committee, in its discretion, may order the Owner and his or her contractors and agents to cease working not only on the modified component of the Improvement, but also on any other affected component. In the event that it comes to the knowledge and attention of the Association, its Architectural Committee, or the agents or employees of either that a work of Improvement, or any modification thereof, is proceeding without proper approval, the Association shall be entitled to exercise the enforcement remedies specified in the Architectural Rules, including, without limitation, ordering an immediate cessation and abatement of all aspects of the Improvement project until such time as proper architectural review and approval is obtained. Section 2. Composition of the Architectural Committee. The Association's Architectural Committee shall be composed of at least three Members of the Association appointed by the Board. At least one Committee member shall also be a member of the Board of Directors. In selecting Members for the Committee, the Board shall endeavor to select individuals whose occupations or education will provide technical knowledge and expertise relevant to matters within the Committee's jurisdiction. Committee members shall serve one-year terms subject to the Board's power to remove any Committee member and to appoint his or her successor. Neither the members of the Committee nor its designated representatives {6633/3977/CCS/637773.DOC;} 13

shall be entitled to any compensation for services performed pursuant hereto. If a member of the Committee has an application for approval of an Improvement project pending before the Committee or if, for any other reason, a Committee member believes that he or she has an interest in a project which would preclude a fair and impartial decision by the Committee member, the Board may designate an alternate member of the Association to sit on the Committee to hear and act on the proposal. Section 3. Duties. The Committee shall have the duty to consider and act upon the proposals and plans for Improvements submitted to it pursuant to this Declaration, to adopt Architectural Rules pursuant to section 5 hereof, and to carry out all other architectural review duties imposed upon it by this Declaration. Section 4. Meetings. The Committee shall meet from time to time as necessary to properly perform the architectural review functions described herein. The vote or written consent of a majority of the members of the Committee shall constitute the action of the Association. The Committee shall keep and maintain a written record of all actions taken. The Applicant shall be entitled to appear at any meeting of the Committee at which his or her proposal has been scheduled for review and consideration. The Applicant shall be entitled to be heard on the matter and may be accompanied by his or her architect, engineer and/or contractor, if any. Other Owners whose Lots may be affected by the proposed Improvement (in terms of the view or solar access of their Lot, noise or other considerations) shall also be entitled to attend the meeting. Reasonable notice of the time, place and proposed agenda for the review of architectural matters shall be communicated before the date of the meeting to any Applicant whose application is scheduled to be heard. Section 5. Architectural Rules. (a) Rule Making Power. The Board of Directors, with review and input from its duly appointed Architectural Committee, may, from time to time, adopt, amend and repeal rules and regulations to be known as "Architectural Rules." The Architectural Rules shall interpret and implement the provisions hereof by setting forth: (i) the standards, procedures and time limitations for architectural review and approval of Owner submittals, including the required content of Improvement drawings and specifications; (ii) guidelines for architectural design, placement of any work of Improvement or color schemes, exterior finishes and materials and similar features which are recommended or required for use in connection with particular Improvement projects within Kent Woodlands; (iii) the criteria and procedures for requesting variances from any minimum construction standards that would otherwise apply to the proposed Improvement under the Governing Documents; (iv) standard specifications for routine or commonly recurring projects; (v) specifications for other projects that may expedite review and approval if followed; (vi) minimum requirements for the maintenance, supervision and restoration of construction sites by Owners and their contractors; (vii) any requirements for the payment of inspection/plan processing fees and deposits to assure the Owner's proper and timely performance in accordance with the approved plans and specifications and the application, use and/or refund of such fees and deposits; (viii) uniform and reasonable time limitations for completion of approved Improvement projects or other duly noted compliance matters, including procedures to request an extension of the usual completion time in order to avoid hardship or to accommodate other factors beyond the Owner's reasonable control which have interrupted the progress of the Improvement project; (ix) consequences of failing to timely complete approved Improvement projects; and (x) inspection of Improvement projects by the Committee and the procedures available to the Committee to assure compliance with Architectural Rules or any conditions imposed on the Improvement project during the course of construction (including, without limitation, the {6633/3977/CCS/637773.DOC;} 14

issuance of stop work orders or "red tags" to cause an immediate cessation of construction activity). Notwithstanding the foregoing, no Architectural Rule shall be in derogation of the minimum standards required by this Declaration. In the event of any conflict between the Architectural Rules and this Declaration, the provisions of the Declaration shall prevail. (b) Distribution Rules. A copy of the Architectural Rules, as they may from time to time be adopted, amended or repealed, shall be mailed or otherwise delivered to each Owner upon written request therefor. When an amendment of an existing Rule or a new Rule is adopted, the new Rule or amendment shall be mailed or delivered to the Members within 30 days. A copy of the Architectural Rules shall also be available and open for inspection during normal business hours at the principal office of the Association. Section 6. Basis for Approval of Improvements. When a proposed work of Improvement is submitted to the Architectural Committee for review, the Board shall grant the requested approval only if, in its sole discretion, the Committee makes the following findings regarding the proposed project: (a) The Owner's drawings and specifications conform to this Declaration and to the Architectural Rules in effect at the time such plans are submitted to the Committee; (b) The Improvement will be in harmony with the external design and appearance of other structures and/or landscaping within Kent Woodlands; (c) The Improvement, as a result of its appearance, location or anticipated use, will not interfere with the reasonable enjoyment of any other Owner of his or her property. (d) The proposed Improvement, if approved, will otherwise be consistent with the architectural and aesthetic standards and community character prevailing within Kent Woodlands and with the overall plan (including the current county land use plan applicable to Kent Woodlands) and scheme of development for Kent Woodlands, as contemplated by this Declaration and the Association Rules. The Architectural Committee shall consider the following factors, among others, in reviewing a project proposal: (i) location of the proposed Improvement in relation to topography and finished grade elevations on the Lot; (ii) the height of the Improvement; (iii) the quality of the design and finish materials; and (iv) the harmony of the Improvement's external design (including color and height) with existing structures within Kent Woodlands, with particular, but not exclusive, consideration being given to structures located on the Applicant's Lot and structures on adjacent or nearby parcels. It is recognized that the Committee's decisions to approve, disapprove, or approve with conditions proposed Improvement projects will, of necessity, involve subjective and/or aesthetic judgments. The Committee shall be entitled to determine that a proposed Improvement or component thereof is unacceptable when proposed on a particular Lot, even if the same or a similar Improvement/component has previously been approved by the Committee for use at another location within Kent Woodlands, if factors such as drainage, topography or visibility from roads, Common Areas or other Lots or prior adverse experience with the product or components used in construction of the Improvement, design of the Improvement or its use at other locations within Kent Woodlands militate against erection of the Improvement or use of a particular component thereof on the Lot involved in the Owner's submittal. In approving a request for construction of an Improvement, the Committee may condition approval upon the adoption of modifications in the plans and specifications or observance of restrictions as to location, noise abatement or similar mitigating conditions. {6633/3977/CCS/637773.DOC;} 15